UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2010
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-14063 |
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38-1886260 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
10560 Dr. Martin Luther King, Jr. Street North, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (727) 577-9749
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2010, Jabil Circuit, Inc. (the “Company”) entered into an Underwriting
Agreement with J.P. Morgan Securities LLC and the several underwriters listed therein (the
“Underwriters”), in connection with the offer and sale of an aggregate principal amount of $400.0
million 5.625% senior unsecured notes due 2020 (the “Offering”). The Company’s gross proceeds from
the Offering were $400.0 million. The Offering was made pursuant to the Company’s registration
statement on Form S-3 (Registration Statement No. 333-154835), which was automatically effective
when filed with the Securities and Exchange Commission on October 29, 2008 (the “Registration
Statement”).
The Underwriting Agreement contains customary representations, warranties and agreements by
the Company, along with customary closing conditions, termination provisions, and obligations,
including those for indemnification, of the Company and the Underwriters.
The Underwriters have performed commercial banking, investment banking and advisory services
for the Company from time to time for which they have received customary fees and reimbursement of
expenses. The Underwriters may, from time to time, engage in transactions with, and perform
services for, the Company in the ordinary course of their business for which they may receive
customary fees and reimbursement of expenses. Certain of the Underwriters or their respective
affiliates are parties to one or more of the following: the Company’s $1.2 billion amended and
restated five-year unsecured credit facility; the Company’s
$100.0 million foreign asset-backed
securitization program expiring on March 17, 2011; and the
Company’s $270.0 million U.S.
asset-backed securitization program expiring on March 16, 2011.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the complete terms and conditions of the Underwriting Agreement, a copy of which is
attached as Exhibit 1.1, incorporated by reference into this Item 1.01 and incorporated by
reference into the Registration Statement.
Item 8.01 Other Events.
On October 28, 2010, Jabil Circuit, Inc. issued a press release announcing the pricing of the
Offering. A copy of the press release is filed and attached hereto as Exhibit 99.1, and
incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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Description |
1.1
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Underwriting Agreement, dated October 28, 2010, between Jabil
Circuit, Inc., J.P. Morgan Securities LLC and the several
underwriters listed therein. |
99.1
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Press Release dated October 28, 2010. |
2